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Share Name | Share Symbol | Market | Type |
---|---|---|---|
DHT Holdings Inc New | NYSE:DHT | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.14 | -1.19% | 11.63 | 11.81 | 11.53 | 11.78 | 1,682,479 | 01:00:00 |
Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization
)
|
N/A
(I.R.S. Employer
Identification Number)
|
(1) |
With respect to the primary offering, there are being registered hereunder such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate number of warrants and such indeterminate number of rights as will have an aggregate maximum initial offering price not to exceed $850,000,000.00, or if any securities are issued in any foreign currency units, the equivalent thereof in applicable foreign currencies. In addition, with respect to the secondary offering, up to 47,724,395 shares of common stock may be sold by or on behalf of the selling shareholder named in this prospectus, or its respective transferees, donees, pledgees, or other successors in interest. This registration statement shall also cover any additional securities to be offered or issued from stock splits, stock dividends, recapitalizations or similar transactions. The securities being registered also include such indeterminate number of shares of preferred stock and common stock as may be issued upon conversion of, or in exchange for, preferred shares, warrants or rights that provide for conversion or exchange.
|
(2) |
With respect to the primary offering, the proposed maximum aggregate offering price for each class of securities will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of securities pursuant to General Instruction II.C. of Form F-3 under the Securities Act.
|
(3) |
Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o) of Regulation C under the Securities Act with respect to the primary offering and pursuant to Rule 457(c) with respect to the 47,724,395 shares of common stock to be sold by the selling shareholder in the secondary offering. The proposed maximum aggregate offering price for the 47,724,395 shares of common stock to be sold by the selling shareholder with respect to the secondary offering is based on the average of the high and low sale prices per share of the common stock on June 27, 2017. In no event will the aggregate offering price of all securities sold by the registrant with respect to the primary offering from time to time pursuant to this registration statement exceed $850,000,000.00.
|
(4) |
Pursuant to Rule 457(p) under the Securities Act, a registration fee of $109,480.00 paid with respect to unsold securities that were previously registered pursuant to this registrant’s registration statement on Form F-3 (File No. 333-194296, declared effective on March 18, 2014) filed on March 4, 2014 is being offset against the $120,833.63 filing fee due for both the primary and secondary offering under this registration statement. Accordingly, there is no additional registration fee to be paid with respect to the primary offering in connection with the effectiveness of this registration statement, and the current registration fee of $22,318.63 for the secondary offering is reduced to $11,353.63.
|
(5) |
This registration statement also relates to preferred share purchase rights, which are attached to all issued and outstanding shares of the registrant’s common stock pursuant to the Rights Agreement, dated as of January 29, 2017 (the “Rights Agreement”), as amended on April 20, 2017 (the “Amendment”), between the registrant and American Stock Transfer & Trust Company, LLC, as rights agent. Unless and until the occurrence of certain events specified in the Rights Agreement, these rights are not exercisable, are evidenced solely by certificates (or book entries, as applicable) representing the registrant’s common stock and are transferrable together (and only together) with the registrant’s common stock, with no separate consideration.
|
(6) |
With respect to the secondary offering and subject to note (1), this registration statement covers an aggregate of 47,724,395 shares of common stock that may be sold by or on behalf of the selling shareholder named in this prospectus, or its respective transferees, donees, pledgees, or other successors in interest.
|
●
|
our common stock;
|
|
●
|
our preferred stock;
|
|
●
|
our warrants; and
|
|
●
|
our rights.
|
Vessel
|
Year Built
|
Yard
|
Dwt
|
Current Flag
|
Technical
Manager
|
|||||
VLCC
|
||||||||||
DHT Tiger
|
2017
|
HHI
|
299,900
|
Hong Kong
|
Goodwood Ship Management Pte Ltd (“Goodwood”)
|
|||||
DHT Puma
|
2016
|
HHI
|
299,900
|
Hong Kong
|
Goodwood
|
|||||
DHT Panther
|
2016
|
HHI
|
299,900
|
Hong Kong
|
Goodwood
|
|||||
DHT Lion
|
2016
|
HHI
|
299,900
|
Hong Kong
|
Goodwood
|
|||||
DHT Leopard
|
2016
|
HHI
|
299,900
|
Hong Kong
|
Goodwood
|
|||||
DHT Jaguar
|
2015
|
HHI
|
299,900
|
Hong Kong
|
Goodwood
|
|||||
DHT Opal
|
2012
|
Daewoo
|
320,105
|
Isle of Man
|
Goodwood
|
|||||
DHT Sundarbans
|
2012
|
HHI
|
314,249
|
Hong Kong
|
Goodwood
|
|||||
DHT Taiga
|
2012
|
HHI
|
314,249
|
Hong Kong
|
Goodwood
|
|||||
DHT Lotus
|
2011
|
Bohai Shipbuilding
Heavy Industry Co. Ltd.
(“Bohai”)
|
320,142
|
Isle of Man
|
Goodwood
|
|||||
BW Peony
|
2011
|
Bohai
|
320,014
|
Isle of Man
|
Goodwood
|
|||||
DHT Amazon
|
2011
|
HHI
|
318,129
|
French International Registry
|
V.Ships France SAS (“V.Ships”)
|
|||||
DHT Redwood
|
2011
|
HHI
|
314,240
|
Hong Kong
|
V.Ships
|
|||||
DHT Edelweiss
|
2008
|
Daewoo
|
301,021
|
Hong Kong
|
Goodwood
|
|||||
DHT China
|
2007
|
HHI
|
317,794
|
French International Registry
|
V.Ships
|
|||||
DHT Europe
|
2007
|
HHI
|
317,713
|
French International Registry
|
Goodwood
|
|||||
DHT Bauhinia
|
2007
|
Daewoo
|
301,021
|
Isle of Man
|
Goodwood
|
Vessel
|
Year Built
|
Yard
|
Dwt
|
Current Flag
|
Technical
Manager
|
|||||
DHT Hawk
|
2007
|
Nantong Cosco KHI Engineering Co. Ltd (“NACKS”)
|
298, 923
|
Hong Kong
|
Goodwood
|
|||||
DHT Scandinavia
|
2006
|
HHI
|
317,826
|
Hong Kong
|
Goodwood
|
|||||
DHT Falcon
|
2006
|
NACKS
|
298,971
|
Hong Kong
|
Goodwood
|
|||||
DHT Lake
|
2004
|
Daewoo
|
298,564
|
Isle of Man
|
Goodwood
|
|||||
DHT Raven
|
2004
|
Daewoo
|
298,563
|
Isle of Man
|
Goodwood
|
|||||
DHT Condor
|
2004
|
Daewoo
|
320,050
|
Hong Kong
|
Goodwood
|
|||||
DHT Eagle
|
2002
|
Samsung Heavy Industries Co.
|
309,064
|
Hong Kong
|
Goodwood
|
|||||
DHT Utah
|
2001
|
Daewoo
|
299,450
|
Isle of Man
|
Goodwood
|
|||||
DHT Utik
|
2001
|
Daewoo
|
299,450
|
Isle of Man
|
Goodwood
|
|||||
Aframax
|
||||||||||
DHT Cathy
|
2004
|
HHI
|
115,000
|
Marshall Islands
|
Goodwood
|
|||||
DHT Sophie
|
2003
|
HHI
|
115,000
|
Marshall Islands
|
Goodwood
|
Vessel
|
Type of Employment
|
Expiry
|
||
VLCC
|
||||
DHT Tiger
|
Spot
|
|||
DHT Puma
|
Spot
|
|||
DHT Panther
|
Spot
|
|||
DHT Lion
|
Spot
|
|||
DHT Leopard
|
Spot
|
|||
DHT Jaguar
|
Spot
|
|||
DHT Opal
|
Spot
|
|||
DHT Sundarbans
|
Spot
|
|||
DHT Taiga
|
Time Charter
|
Q4 2017
|
||
DHT Lotus
|
Spot
|
|||
BW Peony
|
Time Charter
|
Q4 2017
|
||
DHT Amazon
|
Time Charter
|
Q3 2017
|
||
DHT Redwood
|
Time Charter
|
Q1 2018
|
||
DHT Edelweiss
|
Spot
|
|||
DHT China
|
Time Charter
|
Q2 2021
|
||
DHT Europe
|
Time Charter
|
Q1 2018
|
||
DHT Bauhinia
|
Spot
|
|||
DHT Hawk
|
Spot
|
|||
DHT Scandinavia
|
Spot
|
|||
DHT Falcon
|
Spot
|
|||
DHT Lake
|
Spot
|
|||
DHT Raven
|
Spot
|
|||
DHT Condor
|
Time Charter
|
Q4 2017
|
||
DHT Eagle
|
Spot
|
|||
DHT Utah
|
Spot
|
|||
DHT Utik
|
Spot
|
Vessel
|
Type of Employment
|
Expiry
|
||
Aframax
|
||||
DHT Cathy
|
Time Charter
|
Q2 2018
|
||
DHT Sophie
|
Time Charter
|
Q4 2017
|
For the Year Ended December 31,
|
|||||||||
2016
|
2015
|
2014
|
2013
|
2012
|
|||||
Ratio of earnings to combined fixed charges and preferred dividends
|
1.21
|
3.86
|
1.78
|
0.18
|
*
|
*
|
Earnings for the year ended December 31, 2012 were inadequate to cover fixed charges and preferred dividends by $93,892,000.
|
●
|
“earnings” consist of pre-tax income from continuing operations prepared under IFRS (which includes non-cash unrealized gains and losses on derivative financial instruments) before adjustments for income from our associates, plus distributed income from our associates, fixed charges net of capitalized interest and amortization of capitalized interest, if any;
|
|
●
|
“fixed charges” represent interest incurred whether expensed or capitalized and amortization of deferred financing costs whether expensed or capitalized and accretion of discount, if any; and
|
|
●
|
“preferred dividends” refers to the amount of pre-tax earnings that is required to pay the cash dividends on outstanding preference securities and is computed as the amount of the dividend divided by the difference between one and the effective income tax rate applicable to continuing operations. As of June 30, 2017 we have no required dividend payments.
|
Price Range
|
||||||||||||
High
|
Low
|
Dividend
per
Common
Share
|
||||||||||
Year ending December 31, 2015
|
||||||||||||
First Quarter
|
$
|
9.31
|
$
|
6.38
|
$
|
0.15
|
||||||
Second Quarter
|
$
|
8.56
|
$
|
6.88
|
$
|
0.15
|
||||||
Third Quarter
|
$
|
8.99
|
$
|
6.05
|
$
|
0.18
|
||||||
Fourth Quarter
|
$
|
8.52
|
$
|
7.01
|
$
|
0.21
|
||||||
Year ending December 31, 2016
|
||||||||||||
First Quarter
|
$
|
8.06
|
$
|
4.88
|
$
|
0.25
|
||||||
Second Quarter
|
$
|
6.10
|
$
|
4.95
|
$
|
0.23
|
||||||
Third Quarter
|
$
|
5.47
|
$
|
4.00
|
$
|
0.02
|
||||||
Fourth Quarter
|
$
|
4.62
|
$
|
3.29
|
$
|
0.08
|
||||||
Year ending December 31, 2017
|
||||||||||||
First Quarter
|
$
|
5.20
|
$
|
3.92
|
$
|
0.08
|
||||||
Second Quarter (1)
|
$
|
4.95
|
|
$
|
3.77
|
|
–
|
Price Range
|
||||||||
High
|
Low
|
|||||||
Year ended:
|
||||||||
December 31, 2012 (2)
|
$
|
18.36
|
$
|
3.54
|
||||
December 31, 2013
|
$
|
6.95
|
$
|
3.99
|
||||
December 31, 2014
|
$
|
8.57
|
$
|
5.20
|
||||
December 31, 2015
|
$
|
9.31
|
$
|
6.05
|
||||
December 31, 2016
|
$
|
8.06
|
$
|
3.29
|
(1)
|
For the period commencing April 1, 2017 through June 29, 2017.
|
(2)
|
In July 2012, we effected a 12-for-1 reverse stock split whereby each 12 shares of our common stock issued and outstanding as of close of trading on July 16, 2012, automatically and without any action on the part of the respective holders, was converted into one share of common stock (the “Reverse Stock Split”). The Reverse Stock Split affected all issued and outstanding shares of our common stock, as well as common stock underlying stock options and restricted stock awards outstanding prior to the effectiveness of the Reverse Stock Split. The historical dividend information has been adjusted to account for the Reverse Stock Split.
|
(3)
|
For the period commencing June 1, 2017 through June 29, 2017.
|
●
|
on the NYSE or any other national securities exchange or U.S. inter-dealer system of a registered national securities association on which our securities may be listed or quoted at the time of sale;
|
|
●
|
in the over-the-counter market;
|
|
●
|
in privately negotiated transactions;
|
|
●
|
in an exchange distribution in accordance with the rules of the applicable exchange;
|
|
●
|
as settlement of short sales entered into after the date of the prospectus;
|
|
●
|
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
|
|
●
|
through broker-dealers, who may act as agents or principals;
|
|
●
|
through sales “at the market” to or through a market-maker;
|
|
●
|
in a block trade, in which a broker-dealer will attempt to sell a block as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
|
|
●
|
through one or more underwriters on a firm commitment or best-efforts basis;
|
|
●
|
directly to one or more purchasers;
|
|
●
|
through agents;
|
|
●
|
in options transactions;
|
|
●
|
over the internet;
|
|
●
|
any other method permitted pursuant to applicable law; or
|
|
●
|
in any combination of the above.
|
●
|
purchases of the securities by a broker-dealer as principal and resales of the securities by the broker-dealer for its account pursuant to this prospectus;
|
|
●
|
ordinary brokerage transactions; or
|
|
●
|
transactions in which the broker-dealer solicits purchasers.
|
Name of Selling
Shareholder
|
Number of
Shares of
Common Stock
Owned Prior to
the Offering
|
Percentage of
Shares of
Common Stock
Owned Prior
to the Offering
|
Number of
Shares of
Common Stock
Offered
pursuant to this
Prospectus
|
Number of
Shares of
Common Stock
Owned after the
Offering
|
Percentage of
Common Stock
Owned after the
Offering
|
|||||
BW Group
(1)
|
47,724,395
|
33.5%
|
47,724,395
|
–
|
–
|
(1)
|
The address for BW Group is Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
|
●
|
the title of such warrants;
|
|
●
|
the offering price for such warrants, if any;
|
|
●
|
the aggregate number of such warrants;
|
|
●
|
the designation and terms of the securities purchasable upon exercise of such warrants;
|
|
●
|
if applicable, the designation and terms of the securities with which such warrants are issued and the number of such warrants issued with each such security;
|
|
●
|
if applicable, the date from and after which such warrants and any securities issued therewith will be separately transferable;
|
|
●
|
the number of shares of common stock or preferred stock purchasable upon exercise of a warrant and the price at which such shares may be purchased upon exercise;
|
|
●
|
the date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
|
|
●
|
if applicable, the minimum or maximum amount of such warrants that may be exercised at any one time;
|
|
●
|
whether the warrants represented by the warrant certificates or securities that may be issued upon exercise of the warrants will be issued in registered or bearer form;
|
|
●
|
information with respect to book-entry procedures, if any;
|
|
●
|
the currency or currency units in which the offering price, if any, and the exercise price are payable;
|
|
●
|
if applicable, a discussion of material United States federal income tax considerations;
|
|
●
|
the antidilution provisions of such warrants, if any;
|
|
●
|
the redemption or call provisions, if any, applicable to such warrants; and
|
|
●
|
any additional terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
|
●
|
the record date for stockholders entitled to receive the rights;
|
|
●
|
the number of shares of common stock or other securities that may be purchased upon exercise of each right;
|
|
●
|
the exercise price of the rights;
|
|
●
|
whether the rights are transferable;
|
|
●
|
the period during which the rights may be exercised and when they will expire;
|
|
●
|
the steps required to exercise the rights;
|
|
●
|
the price, if any, for the subscription rights;
|
|
●
|
the number of subscription rights issued;
|
|
●
|
the terms of the shares of common stock or shares of preferred stock or depositary shares;
|
|
●
|
the extent to which the subscription rights are transferable;
|
|
●
|
if applicable, the material terms of any standby underwriting or other arrangement entered into by us in connection with the offering of subscription rights;
|
|
●
|
the other terms of the subscription rights, including the terms, procedures and limitations relating to the exercise of the subscription rights;
|
|
●
|
whether the rights include “oversubscription rights” so that the holder may purchase more securities if other holders do not purchase their full allotments;
|
|
●
|
whether we intend to sell the shares of common stock or other securities that are not purchased in the rights offering to an underwriter or other purchaser under a contractual “standby” commitment or other arrangement; and
|
|
●
|
if applicable, a discussion of material United States federal income tax considerations.
|
●
|
1% of the then outstanding shares of our common stock; and
|
|
●
|
the average weekly trading volume of the common stock on the open market during the four calendar weeks preceding such sale.
|
Commission registration fee
|
$
|
11,353.63
|
|
|
NYSE listing fee
|
*
|
|
||
FINRA filing fee
|
*
|
|
||
Blue Sky fees and expenses
|
*
|
|
||
Printing and engraving costs
|
*
|
|
||
Legal fees and expenses
|
*
|
|
||
Accounting fees and expenses
|
*
|
|
||
Transfer Agent and Registrar fees and expenses
|
*
|
|
||
Miscellaneous
|
*
|
|
||
Total
|
$
|
*
|
|
*
|
To be provided by a prospectus supplement or as an exhibit to a Report on Form 6-K that is incorporated by reference into this prospectus.
|
1.
|
we are organized in a foreign country (the “country of organization”) that grants an “equivalent exemption” to corporations organized in the United States; and
|
|
2.
|
either:
|
(A)
|
more than 50% of the value of our stock is owned, directly or indirectly, by individuals who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, referred to as the “50% Ownership Test”, or
|
||
(B)
|
our stock is “primarily and regularly traded on an established securities market” in our country of organization, in another country that grants an “equivalent exemption” to U.S. corporations or in the United States, referred to as the “Publicly-Traded Test”.
|
(i)
|
our common stock represents more than 50% of the total combined voting power of all classes of our stock entitled to vote and of the total value of all of our outstanding stock, referred to as the “trading threshold test”;
|
|
(ii)
|
our common stock is traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or 1/6 of the days in a short taxable year, referred to as the “trading frequency test”; and
|
|
(iii)
|
the aggregate number of shares of our common stock traded on such market during the taxable year is at least 10% of the average number of shares of our common stock outstanding during such year (as appropriately adjusted in the case of a short taxable year), referred to as the “trading volume test”.
|
●
|
we had, or were considered to have, a fixed place of business in the United States involved in the earning of U.S. source gross transportation income, and
|
|
●
|
substantially all of our U.S. source gross transportation income was attributable to regularly scheduled transportation, such as the operation of a vessel that followed a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
|
●
|
is an individual who is a U.S. citizen or resident, a U.S. corporation, an estate the income of which is subject to U.S. federal income taxation regardless of its source, or a trust if a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or if the trust has validly elected to be treated as a U.S. trust,
|
|
●
|
owns our common stock or preferred stock as a capital asset, and
|
|
●
|
owns actually and constructively less than 10% of our common stock and less than 10% of our preferred stock by vote and value.
|
●
|
at least 75% of our gross income for such taxable year consists of “passive income” (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business), or
|
|
●
|
at least 50% of the average value of our assets during such taxable year consists of “passive assets” (i.e., assets that produce, or are held for the production of, passive income).
|
●
|
the excess distribution or gain would be allocated ratably over the Non-Electing Holder’s aggregate holding period for the common stock or preferred stock,
|
|
●
|
the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were a PFIC during the Non-Electing Holder’s holding period, would be taxed as ordinary income, and
|
|
●
|
the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
|
●
|
the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States (and, if the Non-U.S. Holder is entitled to the benefits of an applicable U.S. income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States); or
|
|
●
|
the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
|
●
|
fail to provide an accurate taxpayer identification number;
|
|
●
|
are notified by the IRS that you have failed to report all interest or dividends required to be shown on your U.S. federal income tax returns; or
|
|
●
|
in certain circumstances, fail to comply with applicable certification requirements.
|
●
|
the Annual Report on Form 20-F for the year ended December 31, 2016, filed with the Commission on March 23, 2017, which contains audited consolidated financial statements for the most recent fiscal year for which those statements have been filed;
|
|
●
|
Exhibit 10.1 to the Current Report on Form 6-K, filed with the Commission on March 24, 2017, Exhibit 3.1, Exhibit 4.1 and Exhibit 10.1 to the Current Report on Form 6-K, filed with the Commission on April 21, 2017, Exhibit 99.1 to the Current Report on Form 6-K, filed with the Commission on May 10, 2017, and Exhibit 3.1 and Exhibit 3.2 to the Current Report on Form 6-K, filed with the Commission on June 16, 2017; and
|
|
●
|
the description of our common stock contained in our registration statement on Form 8-A (File No. 001-32640), filed with the SEC on October 7, 2005 which incorporates by reference the description of our common stock contained in our registration statement on Form F-1 (File No. 333-128460), as amended, filed with the SEC on September 21, 2005, and any amendments or reports filed updating that description.
|
●
|
future payments of dividends and the availability of cash for payment of dividends;
|
|
●
|
future operating or financial results, including with respect to the amount of charter hire and freight revenue that we may receive from operating our vessels;
|
|
●
|
statements about future, pending or recent acquisitions, business strategy, areas of possible expansion and expected capital spending or operating expenses;
|
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●
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statements about tanker industry trends, including charter rates and vessel values and factors affecting vessel supply and demand;
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|
●
|
expectations about the availability of vessels to purchase, the time which it may take to construct new vessels or vessels’ useful lives;
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|
●
|
expectations about the availability of insurance on commercially reasonable terms;
|
|
●
|
DHT’s and its subsidiaries’ ability to comply with operating and financial covenants and to repay their debt under the secured credit facilities;
|
|
●
|
our ability to obtain additional financing and to obtain replacement charters for our vessels;
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|
●
|
assumptions regarding interest rates;
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|
●
|
changes in production of or demand for oil and petroleum products, either globally or in particular regions;
|
|
●
|
greater than anticipated levels of newbuilding orders or less than anticipated rates of scrapping of older vessels;
|
|
●
|
changes in trading patterns for particular commodities significantly impacting overall tonnage requirements;
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●
|
changes in the rate of growth of the world and various regional economies;
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●
|
risks incident to vessel operation, including discharge of pollutants;
|
|
●
|
unanticipated changes in laws and regulations;
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|
●
|
delays and cost overruns in construction projects;
|
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●
|
corruption, piracy, militant activities, political instability, terrorism, ethnic unrest and regionalism in countries where we may operate; and
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●
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any non-compliance with the U.S. Foreign Corrupt Practices Act of 1977, or other applicable regulations relating to bribery.
|
Number
|
Exhibit Description
|
|
1.1
|
Form of Underwriting Agreement (for equity securities)*
|
|
3.1
|
Amended and Restated Articles of Incorporation of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of June 2017, filed with the Commission on June 16, 2017, Commission File Number 001-32640).
|
|
3.2
|
Amended and Restated Bylaws of DHT Holdings, Inc. (incorporated by reference to Exhibit 1.2 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, filed with the Commission on March 19, 2015, Commission File Number 001-32640).
|
|
4.1
|
Form of Common Stock Certificate of DHT Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, filed with the Commission on March 19, 2015, Commission File Number 001-32640).
|
|
4.2
|
Certificate of Designation of Series C Junior Participating Preferred Stock of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of January 2017, filed with the Commission on January 30, 2017, Commission File Number 001-32640).
|
|
4.3
|
Rights Agreement, dated as of January 29, 2017, between DHT Holdings, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of January 2017, filed with the Commission on January 30, 2017, Commission File Number 001-32640) and the amendment thereto, dated as of April 20, 2017 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of April 2017, filed with the Commission on April 21, 2017, Commission File Number 001-32640).
|
|
4.4
|
Certificate of Designation of Series D Junior Participating Preferred Stock of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of April 2017, filed with the Commission on April 21, 2017, Commission File Number 001-32640) and the amendment thereto, dated as of May 12, 2017 (incorporated by reference to Exhibit 3.2 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of June 2017, filed with the Commission on June 16, 2017, Commission File Number 001-32640).
|
|
4.5
|
Form of Warrant*
|
|
4.6
|
Form of Warrant Agreement*
|
|
4.7
|
Form of Rights Agreement*
|
|
5.1
|
Opinion of Reeder & Simpson P.C.
|
|
8.1
|
Tax Opinion of Cravath, Swaine & Moore LLP
|
|
12.1
|
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
|
|
21.1
|
List of Subsidiaries of DHT Holdings, Inc.
|
|
23.1
|
Consent of Deloitte AS
|
|
23.2
|
Consent of Reeder & Simpson P.C. (contained in Exhibit 5.1)
|
|
23.3
|
Consent of Cravath, Swaine & Moore LLP (contained in Exhibit 8.1)
|
*
|
To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Report on Form 6-K to be filed by the registrant in connection with a specific offering and incorporated herein by reference.
|
(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act;
|
||
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
||
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
|
provided, however,
that paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement.
|
(2)
|
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(3)
|
To deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.
|
|
(4)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
|
|
(5)
|
To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished,
provided
that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (5) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act, or Rule 3-19 under the Securities Act if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Form F-3.
|
(6)
|
That, for the purpose of determining liability under the Securities Act, to any purchaser:
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of this registration statement as of the date the filed prospectus was deemed part of and included in this registration statement.
|
||
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of this registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in this registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(7)
|
That, for the purpose of determining liability of the registrant under the Securities Act, to any purchaser in the initial distribution of the securities:
|
The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
||
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
||
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
||
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(8)
|
That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
DHT HOLDINGS, INC.,
|
|||
|
By:
|
/s/ Eirik Ubøe | |
Name: Eirik Ubøe | |||
Title: Chief Financial Officer | |||
(Principal Financial and Accounting Officer) |
Signature
|
Title
|
Date
|
||
|
||||
/s/ Svein Moxnes Harfjeld
|
Co-Chief Executive Officer
|
June 30, 2017
|
||
Svein Moxnes Harfjeld
|
(Co-Principal Executive Officer) | |||
|
||||
/s/ Trygve P. Munthe
|
Co-Chief Executive Officer
|
June 30, 2017
|
||
Trygve P. Munthe
|
(Co-Principal Executive Officer)
|
|||
|
||||
|
||||
/s/ Eirik Ubøe |
Chief Financial Officer
|
June 30, 2017
|
||
Eirik Ubøe
|
(Principal Financial Officer and
|
|||
Principal Accounting Officer)
|
||||
|
||||
/s/ Erik A. Lind |
Chairman and Director
|
June 30, 2017
|
||
Erik A. Lind
|
||||
/s/ Carsten Mortensen |
Director
|
June 30, 2017
|
||
Carsten Mortensen
|
||||
/s/ Einar Michael Steimler |
Director
|
June 30, 2017
|
||
Einar Michael Steimler
|
||||
/s/ Joseph H. Pyne |
Director
|
June 30, 2017
|
||
Joseph H. Pyne
|
||||
/s/ Jeremy Kramer |
Director
|
June 30, 2017
|
||
Jeremy Kramer
|
||||
/s/ Donald J. Puglisi |
Authorized Representative in the United States
|
June 30, 2017
|
||
Donald J. Puglisi
Managing Director
Puglisi & Associates
|
Number
|
Exhibit Description
|
|
1.1
|
Form of Underwriting Agreement (for equity securities)*
|
|
3.1
|
Amended and Restated Articles of Incorporation of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of June 2017, filed with the Commission on June 16, 2017, Commission File Number 001-32640).
|
|
3.2
|
Amended and Restated Bylaws of DHT Holdings, Inc. (incorporated by reference to Exhibit 1.2 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, filed with the Commission on March 19, 2015, Commission File Number 001-32640).
|
|
4.1
|
Form of Common Stock Certificate of DHT Holdings, Inc. (incorporated by reference to Exhibit 2.1 of the Annual Report on Form 20-F of DHT Holdings, Inc. for the year ended December 31, 2014, filed with the Commission on March 19, 2015, Commission File Number 001-32640).
|
|
4.2
|
Certificate of Designation of Series C Junior Participating Preferred Stock of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of January 2017, filed with the Commission on January 30, 2017, Commission File Number 001-32640).
|
|
4.3
|
Rights Agreement, dated as of January 29, 2017, between DHT Holdings, Inc. and American Stock Transfer & Trust Company, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of January 2017, filed with the Commission on January 30, 2017, Commission File Number 001-32640) and the amendment thereto, dated as of April 20, 2017 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of April 2017, filed with the Commission on April 21, 2017, Commission File Number 001-32640).
|
|
4.4
|
Certificate of Designation of Series D Junior Participating Preferred Stock of DHT Holdings, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of April 2017, filed with the Commission on April 21, 2017, Commission File Number 001-32640) and the amendment thereto, dated as of May 12, 2017 (incorporated by reference to Exhibit 3.2 of the Current Report on Form 6-K of DHT Holdings, Inc. for the month of June 2017, filed with the Commission on June 16, 2017, Commission File Number 001-32640).
|
|
4.5
|
Form of Warrant*
|
|
4.6
|
Form of Warrant Agreement*
|
|
4.7
|
Form of Rights Agreement*
|
|
5.1
|
Opinion of Reeder & Simpson P.C.
|
|
8.1
|
Tax Opinion of Cravath, Swaine & Moore LLP
|
|
12.1
|
Ratio of Earnings to Combined Fixed Charges and Preferred Dividends
|
|
21.1
|
List of Subsidiaries of DHT Holdings, Inc.
|
|
23.1
|
Consent of Deloitte AS
|
|
23.2
|
Consent of Reeder & Simpson P.C. (contained in Exhibit 5.1)
|
|
23.3
|
Consent of Cravath, Swaine & Moore LLP (contained in Exhibit 8.1)
|
*
|
To be filed, if necessary, as an exhibit to a post-effective amendment to this registration statement or as an exhibit to a Report on Form 6-K to be filed by the registrant in connection with a specific offering and incorporated herein by reference.
|
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